UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 19, 2021
Global Net Lease, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland | 001-37390 | 45-2771978 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
650 Fifth Avenue, 30th Floor
New York, New York 10019
(Address, including zip code, of Principal Executive Offices)
Registrant’s telephone number, including area code: (212) 415-6500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to section 12(b) of the Act:
Title of each class | Trading Symbols | Name of each exchange on which registered | ||
Common Stock, $0.01 par value per share | GNL | New York Stock Exchange | ||
7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | GNL PR A | New York Stock Exchange | ||
6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | GNL PR B | New York Stock Exchange | ||
Preferred Stock Purchase Rights | true | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment to Equity Distribution Agreement
On March 19, 2021, Global Net Lease, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Equity Distribution Agreement dated February 28, 2019, as amended on May 9, 2019, June 21, 2019 and November 12, 2019 (as amended, the “Equity Distribution Agreement”), among the Company and Global Net Lease Operating Partnership, L.P. (the “Operating Partnership”), on the one hand, and Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc., Stifel, Nicolaus & Company, Incorporated Ladenburg Thalmann & Co. Inc. and Barclays Capital Inc. (the “Agents”) in order to (i) increase the maximum aggregate sales price of the Company’s common stock that may be offered and sold from time to time by the Company pursuant to the Equity Distribution Agreement from $359,852,965 to $609,852,965, and (ii) revise the list of agents named therein to include Barclays Capital Inc.
Certain of the Agents or their affiliates are or have been lenders under the Company’s credit facility and other loans, agents under the Company’s “at the market” equity offering program for its Series B preferred stock or counterparties with respect to certain of the Company’s derivative contracts.
A copy of the Amendment is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the material terms of the Amendment in this Item 1.01 is qualified in its entirety by reference to the Amendment, which is incorporated herein by reference. A copy of the opinion of Venable LLP relating to the offering of the additional shares of common stock is attached to this Current Report on Form 8-K as Exhibit 5.1.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GLOBAL NET LEASE, INC. | ||
Date: March 19, 2021 | By: | /s/ James L. Nelson |
Name: James L. Nelson | ||
Title: Chief Executive Officer and President |